Closing and Post Closing. 2.1 The consummation of the sale to and purchase by the WPG Shareholders of IBNL's Common Stock contemplated hereby (the "Closing") shall be effective upon final execution and delivery by all of the parties of this Agreement and each of the agreements and certificates specified in this Section 2.1 (the "Closing Date"). If the Closing fails to occur by June 30, 1998, or by such later date to which the Closing may be extended as provided hereinabove, this Agreement shall automatically terminate, all parties shall pay their own expenses incurred in connection herewith, and no party hereto shall have any further obligations hereunder; provided, however, that no such termination shall constitute a waiver by any party or parties which is not in default of any of its or their respective representations, warranties or covenants herein, of any rights or remedies it or they might have at law if any other party or parties is in default of any of its or their respective representations, warranties or covenants under this Agreement. At the Closing, as conditions thereto,
(a) IBNL shall deliver, or cause to be delivered, to the WPG Shareholders:
(i) Certificates for the 500,000 shares of IBNL's Common Stock issued in the name of DX3, Inc., in form and substance reasonably satisfactory to the WPG Shareholders (these certificates will be delivered after the Closing);
(ii) Employment Agreements between IBNL and Messrs. XxXxxxxxxxx, Xxxxxxx and Xxxxxxx specified in Section 6.3(b) below; and
(iii) Option Agreement between IBNL and DX3, Inc. specified in Section 6.3(c) below.
(iv) UBC filing or other security filing in favor of DX3 to protect the terms in Clause 2.3 contained herein.
(b) The WPG Shareholders shall deliver, or cause to be delivered, to IBNL:
(i) A stock certificate or certificates evidencing the ownership of each WPG Shareholder of all shares of WPG Stock owned by them, duly endorsed for transfer to IBNL (these certificates will be delivered after the Closing);
(ii) The Employment Agreements referred to in Section 6.3(b) below; and
(iii) Resignations of WPG's officers and directors specified in Section 6.4(c) below.
2.2 Following the Closing, WPG will become a wholly owned subsidiary of IBNL. Subject to the terms and conditions of the Employment Agreements referred to in Section 6.3(b) below, XxXxxxxxxxx will be the chief executive of WPG. Xxxxxxx and Xxxxxxx will report to XxXxxxxxxxx.
2.3 In the event that IBNL ceases to operate, for any reason, including wi...
Closing and Post Closing. 5.1 Unless otherwise agreed in writing between Buyer and Seller, the closing (“Closing”) of the purchase and sale of the Property shall be held at a time during normal business hours on , 2017 (the “Final Closing Date”), which date shall be within thirty (30) days of the end of the Due Diligence Period, at the offices of Escrow Agent, which are located at 0000 Xxxxxxx Xxxxx Parkway, Suite 350, Stockbridge, Georgia 30253. The Closing shall occur by delivery or transmission of applicable closing documents by hand or overnight delivery to the Escrow Agent to be held in escrow by the Escrow Agent and not to be released until the consummation of the Closing on the date scheduled therefore in accordance with the terms of this Agreement. Buyer shall have the right to extend the Final Closing Date for one (1) period of thirty (30) calendar days by notifying Seller in writing thereof prior to the expiration of the initial Final Closing Date.
Closing and Post Closing. 5.1 By the Amalgamation Date, the Amalgamated Credit Union shall submit to the Minister the following items:
5.1.1 Articles of amalgamation setting out the name and the nature of the bond of association of the Amalgamated Credit Union, as well as a statement of any restrictions or prohibitions on its business activities;
5.1.2 A copy of the proposed By-Laws, signed by at least two of the proposed directors of the Amalgamated Credit Union;
5.1.3 A notice of the address of the registered office of the Amalgamated Credit Union;
5.1.4 A notice containing the full name and residential address of each of the proposed directors of the Amalgamated Credit Union.
Closing and Post Closing. 9.1 Closing shall take place at the office of CBI, 1701 Route 70 East, Cherry Hill, New Jersey, commencing at 10:00 X.X. xx xxx xxxxx xxxxxxxx xxx immediately following the later of (i) the approval of the Merger by IBI shareholders or (ii) approval of the Merger by all regulatory authorities and the expiration of all applicable waiting periods, or such other date as is mutually agreed to by CBI and IBI provided that all conditions precedent to the obligations of IBI and CBI to close have then been met or waived. Immediately upon completion of the closing, CBI shall be telephone instruct its representative in Trenton, New Jersey to file, or shall otherwise cause the filing of, an executed Certificate of Merger with the New Jersey Secretary of State in accordance with Chapter 10 of the BCA.
9.2 At the close of business on the last business day preceding the closing, the stock transfer books of IBI shall be closed.
Closing and Post Closing. (a) The closing of the transactions contemplated herein (the “Closing”) shall occur on the Effective Date.
(b) To effect the transfer of the EDRG Shares back to EDRG, at the Closing, PRTT shall deliver to EDRG the stock certificates representing the EDRG Shares, together with a completed stock power, medallion guaranteed, in the form attached hereto as Exhibit B.
(c) To effect the transfer of the PRTT Shares back to PRTT, at the Closing, EDRG shall deliver to PRTT the stock certificates representing the PRTT Shares, together with a completed stock power, medallion guaranteed, in the form attached hereto as Exhibit C.
(d) At and following the Closing, each of the Parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.
Closing and Post Closing a. Provided that all of the conditions to the closing of the HC REIT Transaction (the "HC REIT Closing") shall be satisfied or waived and the HC REIT Closing shall have occurred or be fully ready to occur, the closing of the purchase and sale of the Interest (the "Closing") shall occur concurrently with the HC REIT Closing (the "Closing Date"), it being understood and agreed that the Closing is and shall be specifically conditioned on the HC REIT Closing and that Purchaser shall have no obligations to Seller hereunder nor shall Seller have any rights against Purchaser hereunder unless the HC REIT Closing occurs. The Closing shall occur through escrow using Land America Title Company, which is acting as escrow agent in the connection with the HC REIT Closing (the "Escrow"). Notwithstanding the foregoing, if the Closing has not occurred by September 30, 2003, then this Agreement shall be null and void and of no further force and effect and none of the parties shall thereafter have any further rights or obligations hereunder.
b. On the Closing Date, Seller shall execute and deliver to Purchaser an Assignment Agreement with respect to the Interest in the form attached hereto as Exhibit A and such other documents as may be necessary in order to convey title to the Interest to Purchaser.
c. On the Closing Date, Seller and Purchaser shall execute or cause to be executed and delivered a Termination Agreement in the form attached hereto as Exhibit B terminating the Ancillary Services Agreement dated as of December 20, 1998 (the "Ancillary Services Agreement") among the Company, Emeritus Corporation ("Emeritus") and Mississippi Baptist Health Systems, Inc. (the "Provider"), a Termination Agreement in the form attached hereto as Exhibit C terminating the Lease Agreement between the Company and Provider, resignations duly executed by each of the MBME Representatives on the Board of the Company in the form attached hereto as Exhibit D and a written confirmation from Xxxxxx X. Xxxxxxx confirming that he has been replaced as the Independent Manager of the Company in the form attached hereto as Exhibit E.
d. Seller acknowledges and agrees that from and after the Closing Date, Purchaser and Emeritus XI shall have the right to continue the existence and business of the Company and to continue to operate that business in the name of the Company in effect on the date hereof or under such other name as they may elect to operate from time to time thereafter, including but not l...
Closing and Post Closing. 5.1 Unless otherwise agreed in writing between Buyer and Seller, the closing of the purchase and sale of the Property ("Closing") shall occur on or before June 1, 2016 at the office of First American Title Company or at any other location that the Parties agree upon.
Closing and Post Closing. Buyers shall provide Seller a "Preliminary Closing Settlement Statement" prior to Closing respecting adjustments to the Purchase Price. Upon the Closing, the following shall occur: Buyers and Seller shall agree upon a "Closing Settlement Statement," which shall include adjustments to the Purchase Price, which are known as of the Closing Date, as including the following:
a. Amounts listed on Schedule 2 b. An amount attributable to know Title Defects as of Closing.
c. An amount equal to the Buyer's proportionate share of the proceeds from production of condensate from the North Xxxxxx Creek Well No. 2-12 for production which is attributable to the time before the Effective Date.
Closing and Post Closing. 7
3.1 The Closing 7 3.2 Effective Time. 7
Closing and Post Closing. (a) The closing of the transactions contemplated herein (the “Closing”) shall occur on the Effective Date.
(b) To effect the transfer of the EDRG Shares back to EDRG, at the Closing, Txxxxx shall deliver to EDRG the stock certificates representing the EDRG Shares, together with a completed stock power, medallion guaranteed, in the form attached hereto as Exhibit A.
(c) At and following the Closing, each of the Parties hereto shall execute such documents and perform such further acts as may be reasonably required to carry out the provisions hereof and the actions contemplated hereby.
